Item 1.01 Entry into a Material Definitive Agreement.
The description of the Third Working Capital Note (as defined below) and related
transactions set forth in Item 2.03 to this Current Report on Form 8-K, and
Exhibit 10.1 filed herewith, are incorporated into this Item 1.01 by reference
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on February 8, 2023, the Company issued an unsecured
promissory note (the "First Working Capital Note") in the amount of $90,000.00
to ATAC Sponsor LLC, sponsor of the Company (the "Sponsor"), in exchange for the
Sponsor depositing such amounts in the Company's working capital account, in
order to provide the Company with additional working capital. Also, as
previously disclosed, on April 6, 2023, the Company issued an unsecured
promissory note (the "Second Working Capital Note") in the amount of $100,000.00
to the Sponsor, in exchange for the Sponsor depositing such amounts in the
Company's working capital account, in order to provide the Company with
additional working capital.
On May 2, 2023, the Company issued an unsecured promissory note (the "Third
Working Capital Note") in the amount of $100,000.00 to the Sponsor, in exchange
for the Sponsor depositing such amounts in the Company's working capital
account, in order to provide the Company with additional working capital. The
Third Working Capital Note does not bear interest, and matures (subject to the
waiver against trust provisions) upon the earlier of (i) two (2) days following
the date on which the Company's initial business combination is consummated and
(ii) the date of the liquidation of the Company.
The Third Working Capital Note was issued pursuant to an exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act").
The foregoing description of the Third Working Capital Note is only a summary
and is qualified in its entirety by the Third Working Capital Note, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
As previously disclosed, on March 3, 2023, the Company issued an unsecured
promissory note to the Sponsor, with a principal amount equal to $810,000.00
(the "Extension Note"). Pursuant to the Extension Note, on May 5, 2023, the
Company delivered to the Sponsor a written request to draw down $135,000.00 for
the purpose of extending the date by which the Company has to consummate a
business combination (the "Combination Period"). Upon this written request, the
Sponsor deposited $135,000.00 to the Company's Trust Account.
Item 8.01 Other Events
The Company extended the Combination Period from May 9, 2023 to June 9, 2023, by
depositing $135,000.00 into the Trust Account on May 5, 2023, as described in
Item 2.03 of this Current Report on Form 8-K. The Company issued the release
filed herewith on May 5, 2023. The materials attached as Exhibit 99.1 are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report, except Exhibit 99.1 hereto,
which shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Exhibit No. Description
10.1 Promissory Note to ATAC Sponsor LLC
99.1 Press Release
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document)
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